Common use of The Letter of Credit Commitment Clause in Contracts

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment or (3) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Availability Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower and in the name of the Borrower or any of its Restricted Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) 2.3.2 below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer Issuing Bank shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (1w) with respect to any renewal, extension or amendment to any previously issued Letter of Credit, the Restricted Subsidiary in whose name such Letter of Credit was originally issued (or was most recently renewed, extended or amended, if applicable) has become, or been redesignated as, an Unrestricted Subsidiary, (x) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the lesser of (A) the Aggregate Revolving CommitmentsCommitments on such date and (B) the Borrowing Base then in effect, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata ’s Percentage Share of the Outstanding Amount of all L/C Obligations would exceed the lesser of (A) such Lender's Revolving ’s Commitment Amount or (3B) such Lender’s Percentage Share of the Borrowing Base then in effect, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer each Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of a Borrower (or the Borroweraccount of a Borrower on behalf of its Subsidiaries), and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to issuance, amendment or extension of any Letter of Credit, and no Lender (w) the LC Exposure of each Issuing Bank shall be obligated to participate in any Letter of Credit if as of the date of not exceed such L/C Credit ExtensionIssuing Bank’s LC Commitment, (1x) the Total aggregate Revolving Outstandings would Credit Exposures shall not exceed the Aggregate Revolving aggregate Commitments, (2y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (z) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment or (3) the Outstanding Amount of the L/C Obligations would LC Exposure shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so such requested action complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, Borrower and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.04(b), and (2) to honor drafts drawn under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit ExtensionExtension or after giving effect thereto, (1w) the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, (2x) the aggregate Outstanding Amount of the Revolving Loans Outstandings of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's ’s Revolving Commitment or Credit Commitment, (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by Sublimit or (z) the Borrower for the issuance or amendment Outstanding Amount of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Obligations with respect to Letters of Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceissued by such L/C Issuer would exceed such L/C Issuer’s L/C Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders Banks set forth in this Section 2.032.9, (1) from time to time on any Business Day during the period from the Closing Date until prior to the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower and its Subsidiaries for any general corporate purpose of the Borrower and its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders Banks severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderor its Subsidiaries; provided that the (i) no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of CreditCredit if the aggregate amount of Letters of Credit issued by it and its Affiliates would exceed such L/C Issuer’s Letter of Credit Commitment (or such greater amount as may be agreed to by such L/C Issuer), and (ii) no Lender L/C Issuer shall be obligated to issue Letters of Credit and no Bank shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1) Extension the Total Revolving Outstandings Outstanding Amount would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment or (3) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceTotal Committed Amount. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date date hereof until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer or one or more Alternative Currencies for the account of the BorrowerBorrowers or certain Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrowers; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1i) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2ii) the aggregate Outstanding Amount of Total Outstandings denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit, (iii) the Revolving Loans Credit Exposure of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's Revolving Commitment or ’s Commitment, (3iv) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by Sublimit and (v) in the Borrower for case of the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that Lender acting as the L/C Issuer with respect to such Letter of Credit Extension so requested complies with (whether directly or through an Affiliate), unless such Lender shall agree otherwise in its sole discretion, such Lender’s Revolving Credit Exposure plus (without duplication) the conditions set forth in the proviso to the preceding sentenceaggregate face amount of outstanding Letters of Credit issued by such L/C Issuer shall not exceed such Lender’s Commitment. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Availability Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower and in the name of the Borrower or any of its Restricted Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (bSection 2.3(b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer Issuing Bank shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (1w) with respect to any renewal, extension or amendment to any previously issued Letter of Credit, the Restricted Subsidiary in whose name such Letter of Credit was originally issued (or was most recently renewed, extended or amended, if applicable) has become, or been redesignated as, an Unrestricted Subsidiary, (x) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving CommitmentsCommitments on such date, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata ’s Percentage Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving ’s Commitment Amount, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, : (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date Availability Period, and until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer or an Alternative Currency for the account of the BorrowerBorrower or any Subsidiary, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders with Revolving Commitments severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that the L/C Issuer shall not be obligated provided, that, after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's ’s Revolving Commitment or Commitment, (3) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit SublimitSublimit and (4) the aggregate outstanding amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment (unless otherwise agreed by such L/C Issuer in its sole discretion). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary set forth in any Loan Document or other agreement, arrangement or understanding between the parties, no Existing Letter of Credit shall for any intent or purpose under the Loan Documents be deemed a Letter of Credit or reduce the Available Revolving Commitment or the Available Total Commitment unless and until (i) the Borrower delivers a written request to the Administrative Agent and the L/C Issuer that such Existing Letter of Credit be designated as a Letter of Credit, and (ii) the conditions set forth in Section 5.02(a) and (b) have been satisfied in respect of such L/C Credit Extension.

The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (Ai) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03Article 3, (1A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Maturity Date, to issue Letters of Credit denominated in US Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the Borrower, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 3.2, and (2B) to honor drafts drawn drawings under the Letters of Credit; Credit and (Bii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving aggregate Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans portion of the Loan made by any Lender Lender, plus such Lender's Pro Rata Share ’s Commitment Percentage of the Outstanding Amount of all L/C Obligations would exceed the amount of such Lender's Revolving Commitment ’s Commitment, or (3z) the aggregate Outstanding Amount of the Revolving Loan and L/C Obligations denominated in Alternative Currencies would exceed the Letter of Credit Alternative Currency Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolvingrevolving and, and accordingly accordingly, the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and, from and after the Closing Date, shall be subject to and governed by the terms and conditions hereof; without limiting the foregoing, each Lender shall be deemed to have purchased from the L/C Issuer a risk participation in each Existing Letter of Credit on the Closing Date pursuant to Section 3.2(b).

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or certain Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters Letter of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Revolving Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's ’s Revolving Commitment Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of GFI or any of its Subsidiaries denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies or for the account of the BorrowerForeign Borrower or any of its Subsidiaries in Dollars or in one or more Alternative Currencies, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or their Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1w) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's ’s Revolving Commitment or Commitment, (3y) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit and (z) the aggregate Outstanding Amount of all Revolving Loans made in Alternative Currencies plus the Outstanding Amount of Foreign L/C Obligations shall not exceed the Alternative Currency Sublimit; and provided further that the availability of the Aggregate Revolving Commitments at any time for the making of Loans and the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the such Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer and/or Euros for the account of the Borrower (provided that, so long as the Borrower is the primary obligor, any Letter of Credit may be for the account of a Subsidiary of the Borrower or a Subsidiary of the Borrower on a joint and several basis with the Borrower; provided, further, to the extent any such Subsidiary is not a Loan Party, such Letter of Credit shall be deemed an Investment in such Subsidiary and shall only be requested so long as it is permitted under Section 7.02) and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of Credit; Credit issued by it and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderpursuant to this Section 2.03; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Revolving Credit Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's ’s Revolving Commitment Credit Commitment, or (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. ; Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired expired, terminated or that have been drawn upon and reimbursed. On and after the Closing Date, each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder for all purposes of this Agreement and the other Loan Documents and will be deemed to have been issued on the Closing Date.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier of the (x) Letter of Credit Expiration DateDate or (y) the last day of the Availability Period, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or certain Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, would exceed such Lender's Revolving Commitment ’s Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that thereunder (however, except as set forth in Section 2.04(a)(iii) below, any Lender’s failure to so participate shall not affect the L/C Issuer shall not be obligated Issuer’s obligation to make issue any Letters of Credit); provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Revolving Commitment or ’s Commitment, and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Facility Lenders set forth in this Section 2.032.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such (solely in the case of standby Letters of Credit) extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Revolving Facility Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (x) the Revolving Facility Credit Exposure shall be obligated to participate in any Letter of Credit if as not exceed the lower of the date of total Revolving Facility Commitments and the Borrowing Base at such L/C Credit Extensiontime, (1y) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans Facility Credit Exposure of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's ’s Revolving Commitment or Facility Commitment, and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.14, (1) from time to time on any Business Day during the period from the Closing Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderits Subsidiaries; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations and all Revolver Loans would exceed the Aggregate Revolving Revolver Commitments, (2y) the aggregate Outstanding Amount of the Revolving Revolver Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment ’s Revolver Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders and the Borrower set forth in this Section 2.032.03 and elsewhere in the Loan Documents and subject to the conditions precedent set forth in Section 4.02, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars Dollars, Euros, Sterling or an Alternative Currency (including, with respect to any Alternative Currency, the Dollar Equivalent of such Alternative Currency) at the request of and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Restricted Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderor its Restricted Subsidiaries; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1w) the Total Revolving Credit Outstandings would exceed the Aggregate aggregate Revolving CommitmentsCredit Commitments of all Revolving Credit Lenders, (2x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's ’s Revolving Credit Commitment or (3after giving effect to the addition of any Additional Arrangers), (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by Sublimit or (z) the Borrower for the issuance or amendment of a Letter of Credit shall be deemed conditions precedent set forth in Section 4.02 are not satisfied with respect to be a representation by the Borrower that the such L/C Credit Extension as of the date of such L/C Credit Extension; provided, further, that (A) the aggregate face amount of outstanding Letters of Credit issued by CS, Xxxxxx Xxxxxxx, RBC, UBS and GS, as applicable, in its capacity as an L/C Issuer, at no time shall exceed (I) with respect to CS, $10,500,000 (or such other amount as separately agreed upon between CS and the Borrower), (II) with respect to Xxxxxx Xxxxxxx and its Affiliates, $10,500,000 (or such other amount as separately agreed upon between Xxxxxx Xxxxxxx and the Borrower), (III) with respect to RBC, $7,000,000 (or such other amount as separately agreed upon between RBC and the Borrower), (IV) with respect to UBS, $3,500,000 (or such other amount as separately agreed upon between UBS and the Borrower) and (V) with respect to GS, $3,500,000 (or such other amount as separately agreed upon between GS and the Borrower), in each case, without the prior written consent of the Borrower and CS, Xxxxxx Xxxxxxx, RBC, UBS or GS, as applicable; it being acknowledged and agreed that no other consent (including pursuant to Section 10.01) will be required to increase or decrease such maximum aggregate face amount and only the consent of the Borrower and the applicable L/C Issuer will be required to establish, increase or decrease the maximum aggregate face amount of outstanding Letters of Credit issued by any L/C Issuer with respect to such L/C Issuer, and none of CS, Xxxxxx Xxxxxxx RBC, UBS or GS or, to the extent the Borrower and such L/C Issuer have agreed upon a maximum aggregate face amount of outstanding Letters of Credit with respect to such L/C Issuer, any other L/C Issuer shall have any obligation to issue, amend, increase or extend any Letter of Credit issued or to be issued by it if such issuance, amendment, increase or extension shall (after giving effect thereto) cause the maximum aggregate face amount of outstanding Letters of Credit issued or to be issued by it to exceed the applicable foregoing maximum aggregate face amount with respect to such L/C Issuer, (B) the maximum aggregate face amount of Letters of Credit so requested complies with the conditions set forth established, increased or decreased as provided in the proviso foregoing clause (A) shall not in any event exceed the aggregate amount of the Letter of Credit Sublimit then in effect, (C) no such establishment, increase or decrease of such maximum aggregate face amount of Letters of Credit shall increase such L/C Issuer’s Revolving Credit Commitment in its capacity as a Revolving Credit Lender without its consent pursuant to the preceding sentenceSection 10.01 and (D) CS, Xxxxxx Xxxxxxx, RBC, GS, UBS and their respective Affiliates shall not be obligated to issue any commercial or documentary Letters of Credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrowers, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrowers; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if if, as of the date of such L/C Credit Extension, after giving effect thereto (x) the Total Outstandings would exceed the lesser of (1) the Total Revolving Outstandings would exceed Borrowing Base and (2) the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, would exceed such Lender's Revolving Commitment ’s Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Third Amendment Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Parent Borrower (or any Restricted Subsidiary so long as the Parent Borrower is a joint and several co-applicant, and references to the “Parent Borrower, ” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderParent Borrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if if, as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender Revolving Credit Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, would exceed such Lender's ’s Revolving Credit Commitment or (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Parent Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Parent Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinherein (including, in particular, and without limiting the generality of, Section 11.19), (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection clause (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Revolving Commitment or ’s Commitment, and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or it Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's Revolving Commitment or ’s Commitment, and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to On the terms and subject to the conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Funding Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the a Borrower, and to amend or or, in the case of Standby Letters of Credit, renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereundera Borrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if (x) as of the date of such L/C Credit Extension, the sum of (1I) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Effective Amount of the all outstanding Revolving Loans made by such Lender at the time of any Lender plus such L/C Credit Extension and (II) such Lender's Pro Rata ’s Revolving Proportionate Share of the Outstanding Effective Amount of all L/C Obligations and all Swing Line Loans at such time outstanding exceeds or would exceed such Lender's ’s Revolving Loan Commitment then in effect, (y) as of the date of such L/C Credit Extension, the sum of (I) the Effective Amount of all outstanding Revolving Loans made by all the Lenders at the time of such L/C Credit Extension and (II) the Effective Amount of all L/C Obligations and Swing Line Loans at such time outstanding exceeds or would exceed the Total Revolving Loan Commitment then in effect or (3z) as of the Outstanding date of such L/C Credit Extension, the Effective Amount of the aggregate L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and on the terms and subject to the terms and conditions hereof, the Borrower's Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (x) the Total Outstandings shall be obligated to participate in any Letter not exceed the lesser of Credit if as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would exceed Aggregate Commitments and (2) the Aggregate Revolving CommitmentsBorrowing Base, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would shall not exceed the lesser of (1) such Lender's Revolving ’s Commitment or and (32) such Lender’s Pro Rata share of the Borrowing Base, and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (x) the Total Revolving Credit Outstandings shall be obligated to participate in any Letter of Credit if as not exceed the lesser of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would exceed Adjusted Borrowing Base at such time and (2) the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Revolving Commitment or ’s Commitment, and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the BorrowerBorrowers or any of their Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers or their Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1w) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's ’s Revolving Commitment or (3y) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer or Alternative Currencies for the account of the BorrowerBorrower or any of its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1w) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's ’s Revolving Commitment or and (3y) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Date to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the Borrower, Borrower or its Subsidiaries and to amend or renew such extend Letters of Credit previously issued by it, it in accordance with subsection (b) below, below and (2) to honor drafts drawn drawings under the Letters of Credit; Credit issued by it and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued hereunder for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided provided, however, that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of CreditCredit (w) with regard to the Revolving Lenders collectively, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving CommitmentsCommitted Amount, (2x) the aggregate Outstanding Amount of the with regard to each Revolving Loans of any Lender plus individually, such Revolving Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would Total Revolving Outstandings shall not exceed such Revolving Lender's ’s Revolving Commitment or and (3y) the Outstanding Amount of the L/C Obligations would shall not exceed THIRTY MILLION DOLLARS ($30,000,000) (the “Letter of Credit Sublimit”). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, limits and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.8, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the BorrowerBorrower or any Subsidiary, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in such Letters of Credit issued for the account of the Borrower and any drawings thereunderCredit; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, the Dollar Equivalent Amount of (1w) the Total Revolving Outstandings would exceed the Aggregate Total Revolving CommitmentsCredit Commitment, (2x) the aggregate Outstanding Amount principal balance of the all outstanding Revolving Loans (other than Competitive Bid Loans) of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Commitment Percentage (determined without duplication) of the Outstanding Amount of all Competitive Bid Outstandings, L/C Obligations and Swing Line Outstandings, would exceed such Lender's ’s Revolving Commitment or Credit Commitment, (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance , or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the (z) all L/C Credit Extension so requested complies with Obligations and Loans denominated in Alternative Currencies would exceed the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.Total Alternative

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other L/C Commitment Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the BorrowerBorrower or any Restricted Subsidiary, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the L/C Commitment Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any Restricted Subsidiary and any drawings thereunder, which participations shall terminate on the Letter of Credit Expiration Date; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of (x) the date of such Total L/C Credit Extension, Commitment Outstandings shall not exceed the aggregate L/C Commitments and (1y) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender's Pro Rata Share Applicable Percentage of the Outstanding Amount of all any L/C Commitment Lender’s L/C Obligations would shall not exceed such Lender's Revolving Commitment or (3) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitCommitment Lender’s L/C Commitment. Each request by the Borrower or any Restricted Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Notwithstanding anything herein to the contrary, (A) the Administrative Agent and Xxxxxxx Xxxxx Bank USA shall not be required to issue commercial Letters of Credit and (B) Credit Suisse AG and Deutsche Bank AG New York Branch shall not be required to issue commercial Letters of Credit or Bank Guarantees. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations and shall be governed and subject to the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, Borrower and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's Revolving Credit Commitment or (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, : (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date Availability Period, and until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer or an Alternative Currency for the account of the BorrowerBorrower or any Subsidiary, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (bSection 2.03(b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders with Revolving Commitments severally agree to participate in Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder; provided that the L/C Issuer shall not be obligated provided, that, after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's ’s Revolving Commitment or Commitment, (3) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit SublimitSublimit and (4) the aggregate outstanding amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment (unless otherwise agreed by such L/C Issuer in its sole discretion). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrowers (or any Restricted Subsidiary so long as a Borrower is a joint and several co-applicant, and references to a “Borrower, ” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderrelevant Borrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if if, as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender Lender, plus such Lender's ’s Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, would exceed such Lender's ’s Revolving Commitment Credit Commitment, or (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by , or (z) the Borrower for aggregate Outstanding Amount of the issuance or amendment Revolving Credit Loans, plus the Outstanding Amount of a Letter all L/C Obligations, plus the Outstanding Amount of Credit shall be deemed to be a representation by all Swing Line Loans, would exceed the Borrower Borrowing Base; provided further that the Initial L/C Issuer shall not be obligated to make any L/C Credit Extension so requested complies with respect to any Letter of Credit, if, as of the conditions set forth in date of such L/C Credit Extension, the proviso to Outstanding Amount of the preceding sentenceL/C Obligations issued by the Initial L/C issuer would exceed $5,000,000. Within the foregoing limits, and subject to the terms and conditions hereof, the relevant Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) On the Closing Date, each Existing Letter of Credit shall be deemed to have been issued hereunder by the L/C Issuer. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or any Subsidiary in Dollars or any Committed Currency, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued (or deemed to have been issued) for the account of the Borrower and or any drawings thereunderSubsidiary; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1w) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's Revolving Commitment or ’s Commitment, (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit and (z) the Outstanding Amount of all L/C Obligations denominated in a Committed Currency would exceed the Committed L/C Currency Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of an L/C Credit Extension shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions expressly set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower, ) and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderpursuant to this Section 2.03; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Revolving Credit Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's ’s Revolving Commitment or Credit Commitment, (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by Sublimit or (z) the Borrower for the issuance or amendment Outstanding Amount of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Obligations in respect of Letters of Credit Extension so requested complies issued by such L/C Issuer would exceed such L/C Issuer’s L/C Issuer Pro Rata Share of the Letter of Credit Sublimit; provided, that if the Borrower determines that, in connection with any actual or anticipated L/C Credit Extension, less than the full amount of the Letter of Credit Sublimit would be available to the Borrower as a result of the application of this clause (z), then the L/C Issuer Pro Rata Share of each L/C Issuer shall be reallocated as elected by the Borrower in consultation with each L/C Issuer and with the conditions set forth in consent of any such L/C Issuer which has its L/C Issuer Pro Rata Share increased as a result of such reallocation (and the proviso Borrower and the L/C Issuers agree to take such actions as among themselves to accommodate any such reallocation); provided, further, that notwithstanding anything to the preceding sentencecontrary contained herein, UBS AG, Stamford Branch shall have no obligation to issue trade or commercial letters of credit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired expired, terminated or that have been drawn upon and reimbursed. Notwithstanding anything to the contrary herein, on the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued under this Agreement.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders and the Borrower and the Guarantors set forth in this Section 2.032.03 and elsewhere in the Loan Documents and subject to the conditions precedent set forth in Section 4.02, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateDate applicable to such L/C Issuer, to issue Letters of Credit in Dollars at the request of and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Restricted Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn or other demands for payment presented under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderor its Restricted Subsidiaries; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1v) the Total Revolving Credit Outstandings would exceed the Aggregate aggregate Revolving CommitmentsCredit Commitments of all Revolving Credit Lenders, (2w) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's ’s Revolving Commitment or Credit Commitment, (3x) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by , (y) the Borrower for the issuance or amendment face amount of a Letter Letters of Credit shall be deemed issued by such L/C Issuer would exceed the Applicable L/C Sublimit of such L/C Issuer, or (z) the conditions precedent set forth in Section 4.02 are not satisfied with respect to be a representation by the Borrower that the such L/C Credit Extension so requested complies with as of the conditions set forth in the proviso to the preceding sentencedate of such L/C Credit Extension. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrower may, in its discretion, select which L/C Issuer is to issue any particular Letter of Credit, subject to the Applicable L/C Sublimit of each L/C Issuer. Upon the Maturity Date of any Class of Revolving Credit Commitments, the Applicable L/C Sublimit of each L/C Issuer shall be reduced on a pro rata basis with that of each other L/C Issuer to the extent the Applicable L/C Sublimits collectively exceed the amount of the remaining Revolving Credit Commitments after any such Maturity Date. Notwithstanding anything to the contrary herein, in no event may the Applicable L/C Sublimit of any L/C Issuer be increased under this Agreement without the consent of such L/C Issuer. If the Maturity Date in respect of any Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if one or more other Classes of Revolving Credit Commitments in respect of which the Maturity Date shall not have so occurred are then in effect, the Revolving Credit Lenders holding Revolving Credit Commitments under such non-maturing Classes shall be required to purchase ratable participations in such Letter of Credit to cover the participations of the Revolving Credit Lenders under such maturing Class up to an aggregate amount not to exceed the aggregate amount of the unutilized Revolving Credit Commitments under such non-maturing Classes at such time and (ii) to the extent not fully reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit. If the Borrower is required to Cash Collateralize any Letter of Credit as provided in the immediately preceding sentence and fails to do so, such Letter of Credit will be deemed to be drawn and the provisions of Section 2.03(c), including the provisions relating to a request for a Revolving Credit Borrowing and the funding of Lenders’ participations, will be applicable as if such Letter of Credit were drawn.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit at sight denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer or an Available Currency for the account of the BorrowerBorrower (provided that any Letter of Credit may be for the benefit of Holdings, the Borrower or any of its Restricted Subsidiaries) and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderpursuant to this Section 2.03; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Revolving Credit Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's ’s Revolving Commitment or Credit Commitment, (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit SublimitSublimit or (z) the aggregate Revolving Credit Exposure would exceed the Revolving Credit Facility. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued hereunder and, from and after the Closing Date, shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Subfacility Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or certain Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Amendment Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's Revolving Commitment Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Amendment Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory one or more Alternative Currencies applicable to the such L/C Issuer for the account of the Borrowerany Permitted L/C Party, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower any Permitted L/C Party and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1w) the Total Revolving Credit Outstandings would shall not exceed the Aggregate Revolving CommitmentsCredit Facility, (2x) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Revolving Credit Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would shall not exceed such Revolving Credit Lender's ’s Revolving Commitment or Credit Commitment, (3y) the Outstanding Amount of the L/C Obligations would in Alternative Currencies shall not exceed the Letter Alternative Currency Sublimit, and (z) the Outstanding Amount of Credit SublimitL/C Obligations of any L/C Issuer shall not exceed the L/C Issuer Sublimit of such L/C Issuer. Each request by the Borrower or a Permitted L/C Party for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. For the avoidance of doubt, all Letters of Credit outstanding under the Existing Credit Agreement as of the Closing Date shall in each case be deemed to have been Letters of Credit issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth hereinherein and other terms and conditions that the Issuing Lender may reasonably require, (A) the L/C Issuer Issuing Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.2, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue standby Letters of Credit in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the Borrower or, subject to the terms of Section 2.2(j), certain Subsidiaries of the Borrower, and to amend or renew such Letters of Credit previously issued by it, in each case in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; below and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderor, subject to the terms of Section 2.2(j), certain Subsidiaries of the Borrower; provided provided, however, that after giving effect to the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter issuance of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would sum of the Dollar Equivalent amount of aggregate principal amount of outstanding Loans plus the Dollar Equivalent amount of the aggregate principal amount of outstanding LOC Obligations shall not exceed the Aggregate Revolving CommitmentsCommitted Amount, (2) with respect to each individual Lender, the sum of the aggregate Outstanding Amount principal amount of the Revolving outstanding Loans of any such Lender plus such Lender's Pro Rata Share ’s pro rata share of the Outstanding Amount aggregate amount of all L/C LOC Obligations would shall not exceed such Lender's ’s Commitment Percentage of the Revolving Commitment or Committed Amount and (3) the Outstanding Amount Dollar Equivalent of the L/C aggregate principal amount of outstanding LOC Obligations would shall not at any time exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceLOC Committed Amount. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in US Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the Borrowerany Borrower or any Subsidiary, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any Subsidiary and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1w) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's ’s Revolving Commitment or and (3y) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit; and provided further that the availability of the Aggregate Revolving Commitments at any time shall be reduced by the amount of the Foreign Swing Line Facility Reserve. Each request by the any Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the Borrower, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, the Dollar Equivalent of (1w) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's Revolving Commitment or Commitment, (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by , or (z) the Borrower for the issuance or amendment aggregate Outstanding Amount of a Letter of Credit shall be deemed to be a representation by the Borrower that the all L/C Credit Extension so requested complies with Obligations and all Loans denominated in Alternative Currencies would exceed the conditions set forth in the proviso to the preceding sentenceAlternative Currency Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (ia) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrowers, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrowers; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's Revolving Commitment or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's Borrowers' ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Existing Letter of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer Agreed Currencies for the account of the BorrowerBorrower or its Restricted Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Restricted Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated that, after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1w) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Revolving Lender, plus such Revolving Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would Obligations, plus such Revolving Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender's Revolving Commitment or ’s Commitment, (3y) the Outstanding Amount of the L/C Obligations would of any L/C Issuer shall not exceed its ratable share of the Letter of Credit Sublimit (based on the Revolving Commitment of each L/C Issuer on the Closing Date), unless agreed in writing by such L/C Issuer and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.14, (1) from time to time on any Business Day during the period from the Closing Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderits Subsidiaries; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower (which shall include Letters of Credit issued for the account of CEC Entertainment or certain Subsidiaries), and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, relevant Borrower and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderrelevant Borrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit ExtensionExtension or after giving effect thereto, (1) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's Revolving Credit Commitment or (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's Borrowers' ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject i)Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.04, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters Letter of Credit; and (B) the Lenders with Revolving Commitments severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such LenderXxxxxx's Revolving Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Xxxxxx's Revolving Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such LenderXxxxxx's Revolving Commitment Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Initial Funding Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer an Alternative Currency for the account of any member of the BorrowerConsolidated Group, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in the Letters of Credit issued for the account of the Borrower and any drawings thereunderCredit; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, would exceed such Lender's ’s Revolving Commitment or (3) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability of BioReliance to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower BioReliance may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Existing Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateDate applicable to such L/C Issuer, to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the Borrowereach Borrower or its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the each Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1xw) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2yx) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's Revolving Commitment or ’s Commitment, (3y) the Outstanding Amount of the L/C Obligations would in respect of Letters of Credit issued by any L/C Issuer shall not exceed the Letter of Credit Sub-Commitment of such L/C Issuer and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender (other than Swing Line Loans), plus such Lender's Pro Rata Share Applicable Percentage of the Outstanding Amount of all L/C Obligations would Obligations, plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Revolving Commitment or Commitment, and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The L/C Issuer shall not issue any Letter of Credit, if: the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Lenders have approved such expiry date; or the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date; The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer; or except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000. The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term "Administrative Agent" as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to upon request from the L/C Issuer Borrower as an applicant thereof or for the account support of the Borrowerits or its Subsidiaries’ obligations, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (w) (i) the aggregate undrawn amount of all outstanding Letters of Credit issued by the L/C Issuer at such time plus (ii) the aggregate amount of all L/C Borrowings made by the L/C Issuer that have not yet been reimbursed by or on behalf of the Borrower or converted to Committed Loans at such time shall be obligated to participate in any not exceed its Letter of Credit if as of the date of such L/C Credit ExtensionCommitment, (1x) the Total Revolving Outstandings would (excluding 2020 Loans) shall not exceed the Aggregate Revolving Commitments (excluding 2020 Loan Commitments), (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Revolving ’s Commitment or (3excluding its 2020 Loan Commitment, if any), and (z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s obligations as provided in this Section 2.03(a)(i), the Borrower will be fully responsible for the reimbursement of L/C Borrowings in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.03(i) to the same extent as if it were the sole account party in respect of such Letter of Credit (the Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such a Subsidiary that is an account party in respect of any such Letter of Credit). Notwithstanding the foregoing, the letters of credit identified on Schedule 2.03 (the “Existing Letters of Credit”) shall be deemed to be “Letters of Credit” issued on the Closing Date for all purposes of the Loan Documents. For the avoidance of doubt, no Letters of Credit shall be available under the 2020 Loan Commitments.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to upon request from the L/C Issuer Borrower as an applicant thereof or for the account support of the Borrowerits or its Subsidiaries’ obligations, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (w) (i) the aggregate undrawn amount of all outstanding Letters of Credit issued by the L/C Issuer at such time plus (ii) the aggregate amount of all L/C Borrowings made by the L/C Issuer that have not yet been reimbursed by or on behalf of the Borrower or converted to Committed Loans at such time shall be obligated to participate in any not exceed its Letter of Credit if as of the date of such L/C Credit ExtensionCommitment, (1x) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Revolving Commitment or ’s Commitment, and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.of

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.03Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit 1204724.01-CHISR02A - MSW CHAR1\1886837v5 Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or any of its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated provided, that, after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving CommitmentsFacility, (2y) the aggregate Outstanding Amount of the Revolving Loans Exposure of any Revolving Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's ’s Revolving Commitment or Commitment, and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Availability Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or certain Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer Issuing Bank shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the lesser of (A) the Aggregate Revolving CommitmentsCommitments and (B) the Borrowing Base then in effect, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata Percentage Share of the Outstanding Amount of all L/C Obligations would exceed the lesser of (A) such Lender's Revolving Commitment and (B) such Lender's Percentage Share of the Borrowing Base then in effect, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) The Borrower may request Letters of Credit by notice to the L/C Issuer and the Administrative Agent as provided below. Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Maturity Date, to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer or one or more Approved Currencies for the account of the Borrower, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of CreditCredit as required under applicable law; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans would exceed such Lender's Revolving Commitment ’s Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in clauses (x) and (z) of the applicable proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the LTranche X X/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders of such Class set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the ClosingThird Amendment Effective Date until the Tranche B Letter of Credit Expiration Date, to issue Tranche B Letters of Credit denominated in Dollars for the account of the Borrower (or any Restricted Subsidiary so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and (B) each L/C Issuer of any applicable Class agrees, in reliance upon the agreements of the other Revolving Credit Lenders of such Class set forth in this Section 2.03, from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateDate of such Class, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, and (1) to amend or renew such Letters of Credit of such 51 Class previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of CreditCredit of such Class; and (BBC) the Revolving Credit Lenders of such Class severally agree to participate in Letters of Credit of such Class issued for the account of the Borrower and any drawings thereunderBorrower; provided that the applicable L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of CreditCredit of such Class, and no Lender of such Class shall be obligated to participate in any Letter of Credit if of such Class if, as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Credit Loans of such Class of any Revolving Credit Lender of such Class, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations of such Class, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans of such Class, would exceed such Lender's ’s Revolving Credit Commitment in respect of such Class or (3y) the Outstanding Amount of the L/C Obligations of such Class would exceed the applicable Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Tranche B Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Tranche B Letters of Credit to replace Tranche B Letters of Credit that have expired or that have been drawn upon and reimbursed. As of the Tranche A Letter of Credit Expiration Date, each Tranche A Rollover Letter of Credit shall be deemed, for all purposes of this Agreement (including paragraphs (c), (d) and (e) of this Section), to be a Tranche B Letter of Credit issued hereunder.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Funding Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the BorrowerBorrower or any Subsidiary, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's ’s Revolving Commitment or and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer Available Currencies for the account of the Borrower, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or any of its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the lesser of the Aggregate Revolving CommitmentsCommitments and the Borrowing Base, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed the lesser of such Lender's ’s Revolving Commitment and an amount equal to such Lender’s Pro Rata Share times the Borrowing Base or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, and subject to the terms and conditions set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrowerany Loan Party, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the such Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower any Loan Party and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitmentswithout duplication, (2) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's Revolving Commitment or ’s Commitment, (32) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit, and (3) the Total Outstandings shall not exceed the lesser of (aa) the Facility Amount and (bb) the Borrowing Base then in effect. Notwithstanding the above (except that at no time shall the Outstanding Amount of the L/C Obligations exceed the Letter of Credit Sublimit), unless the applicable L/C Issuer shall otherwise consent in its sole discretion, no L/C Issuer shall be obligated to issue Letters of Credit hereunder having a maximum aggregate amount in excess of Twelve Million Five Hundred Thousand Dollars ($12,500,000) at any one time outstanding. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section SECTION 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or any of its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of CreditCredit issued by it; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided PROVIDED that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus Revolving Lender, PLUS such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, PLUS such Lender's Pro Rata Share of the Outstanding Amount of all Swingline Loans would exceed such Lender's Revolving Commitment or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the BorrowerParent or any of its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and Parent or any drawings thereunderof its Subsidiaries; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of and after giving effect to such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's Revolving Commitment or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the BorrowerParent's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Parent may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in US Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the Borrowerany Borrower or any Subsidiary, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower or any Subsidiary and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's ’s Revolving Commitment or and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit; and provided further that the availability of the Aggregate Revolving Commitments at any time shall be reduced by the amount of the Foreign Swing Line Facility Reserve. Each request by the any Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, Availability Period to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or any of its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or any of its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender (x the Total Outstandings shall be obligated to participate in any Letter of Credit if as not exceed the lesser of the date of such L/C Credit ExtensionAggregate Commitments or the Borrowing Base, (1y) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's Revolving Commitment or Xxxxxx’s Commitment, (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit SublimitSublimit and (aa) Administrative Agent has determined that no repayment or cash collateralization shall be required to be made pursuant to Section 2.18(c). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory for the account of the Borrower or any Restricted Subsidiary (provided that the Borrower hereby irrevocably agrees to reimburse the applicable L/C Issuer for amounts drawn on any Letters of Credit issued for the account of any Restricted Subsidiary on a joint and several basis with such Restricted Subsidiary, but in no event shall any Controlled Non-U.S. Subsidiary, any FSHCO or any direct or indirect Subsidiary of a Controlled Non-U.S. Subsidiary be responsible for any amounts drawn on any Letters of Credit issued for the account of the Borrower, Borrower or a U.S. Subsidiary) and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(c), and (2) to honor drafts drawn and other demands for payment under a Letter of Credit that complies with the Letters terms of Credit; such Letter of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and or any drawings thereunderRestricted Subsidiary; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, Extension (1x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving CommitmentsCredit Facility, (2y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, would exceed such Lender's ’s Revolving Credit Commitment or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by ; provided further that no L/C Issuer identified in clause (a) of the Borrower for the issuance or amendment of a Letter of Credit definition thereof shall be deemed have any obligation to be a representation by the Borrower that the make an L/C Credit Extension so requested complies with if, after giving effect thereto, the conditions set forth L/C Obligations in respect of Letters of Credit issued by such L/C Issuer would exceed, in the proviso case of (i) Xxxxxx Xxxxxxx, $7,000,000 and (ii) Barclays Bank PLC, $3,000,000 (it being understood and agreed that, subject to the preceding sentenceLetter of Credit Sublimit, any such L/C Issuer may issue Letters of Credit in excess of such amounts in its sole discretion upon request of any Borrower). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or been terminated or that have been drawn upon and reimbursed. All Letters of Credit shall be denominated in Dollars.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders and the BorrowerBorrowers and the Guarantors set forth in this Section 2.032.03 and elsewhere in the Loan Documents and subject to the conditions precedent set forth in Section 4.02, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration DateDate applicable to such L/C Issuer, to issue Letters of Credit in Dollars at the request of and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Restricted Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn or other demands for payment presented under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderor its Restricted Subsidiaries; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1v) the Total Revolving Credit Outstandings would exceed the Aggregate aggregate Revolving CommitmentsCredit Commitments of all Revolving Credit Lenders, (2w) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's ’s Revolving Commitment or Credit Commitment, (3x) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by , (y) the Borrower for the issuance or amendment face amount of a Letter Letters of Credit shall be deemed issued by such L/C Issuer would exceed the Applicable L/C Sublimit of such L/C Issuer, or (z) the conditions precedent set forth in Section 4.02 are not satisfied with respect to be a representation by the Borrower that the such L/C Credit Extension so requested complies with as of the conditions set forth in the proviso to the preceding sentencedate of such L/C Credit Extension. Within the foregoing limits, and subject to the terms and conditions hereof, the thea Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the thesuch Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The applicable Borrower may, in its discretion, select which L/C Issuer is to issue any particular Letter of Credit, subject to the Applicable L/C Sublimit of each L/C Issuer. Upon the Maturity Date of any Class of Revolving Credit Commitments, the Applicable L/C Sublimit of each L/C Issuer shall be reduced on a pro rata basis with that of each other L/C Issuer to the extent the Applicable L/C Sublimits collectively exceed the amount of the remaining Revolving Credit Commitments after any such Maturity Date. Notwithstanding anything to the contrary herein, in no event may the Applicable L/C Sublimit of any L/C Issuer be increased under this Agreement without the consent of such L/C Issuer. If the Maturity Date in respect of any Class of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if one or more other Classes of Revolving Credit Commitments in respect of which the Maturity Date shall not have so occurred are then in effect, the Revolving Credit Lenders holding Revolving Credit Commitments under such non-maturing Classes shall be required to purchase ratable participations in such Letter of Credit to cover the participations of the Revolving Credit Lenders under such maturing Class up to an aggregate amount not to exceed the aggregate amount of the unutilized Revolving Credit Commitments under such non-maturing Classes at such time and (ii) to the extent not fully reallocated pursuant to the immediately preceding clause (i), the applicable Borrower shall Cash Collateralize any such Letter of Credit. If thea Borrower is required to Cash Collateralize any Letter of Credit as provided in the immediately preceding sentence and fails to do so, such Letter of Credit will be deemed to be drawn and the provisions of Section 2.03(c), including the provisions relating to a request for a Revolving Credit Borrowing and the funding of Lenders’ participations, will be applicable as if such Letter of Credit were drawn.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower (or for the account of the Borrower for the benefit of a Subsidiary thereof, in Dollars and otherwise in a form and substance satisfactory acceptable to the L/C Issuer for the account of the BorrowerIssuer), and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's Revolving Commitment or Commitment, and (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during until the foregoing periodLetter of Credit Expiration Date, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Credit Outstandings would shall not exceed the Aggregate Revolving CommitmentsCredit Facility, (2y) the aggregate Outstanding Amount Revolving Credit Exposure of the each Revolving Loans of any Credit Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's Xxxxxx’s Revolving Commitment or Credit Commitment, and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence and the immediately succeeding sentence. The Borrower agrees that it will not request, and the L/C Issuer shall have no obligation to issue, any Letter of Credit the proceeds of which would be made available to any Person (I) to fund any activity or business of or with any Sanctioned Person or in any Sanctioned Countries, that, at the time of such funding, is the subject of any Sanctions or (II) in any manner that would result in a violation of any Sanctions by any party to this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.. (ii) The L/C Issuer shall not issue any Letter of Credit if: (A) subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or 74 US-DOCS\117476656.1136335661.3

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or certain Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations and Loans would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment ’s Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue standby Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, for the benefit of the Borrower or any of its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer Issuers shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment ’s Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. With respect to each Existing Letter of Credit, (i) all undrawn face amounts thereof shall constitute L/C Obligations, (ii) all drawings thereunder not reimbursed by the Borrower as required in the second sentence of Section 2.03(c)(i) shall constitute Unreimbursed Amounts, and (iii) the reimbursement obligations with respect thereto shall be governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.05, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Subfacility Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations and Swingline Exposure would exceed such Lender's Revolving Commitment Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the BorrowerBorrower or any of its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and or any drawings thereunderof its Subsidiaries; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1w) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's ’s Revolving Commitment or Commitment, (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by Sublimit or (z) the Borrower for the issuance or amendment Outstanding Amount of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with Obligations denominated in Alternative Currencies would exceed the conditions set forth in the proviso to the preceding sentenceAlternative Currency Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) On the Closing Date, without further action by any party hereto, the LC Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have acquired from the L/C Issuer, a participation in each Existing Letter of Credit equal to such Lender’s Pro Rata Share of the related L/C Obligations. Such participations shall be on all the same terms and conditions as participations granted under this Section 2.13 in all the other Letters of Credit issued or to be issued hereunder, (ii) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03Subsection 2.13, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; , and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would Principal Debt shall not exceed the Aggregate Revolving CommitmentsCommitment, and (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment or (3) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of L/C Credit Extension shall be deemed to be a representation by the Borrower that the such L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerCNL RPI or its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower CNL RPI or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would shall not exceed the lesser of (i) the Aggregate Revolving CommitmentsCommitments and (ii) the Borrowing Base on such date, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Revolving Commitment or ’s Commitment, and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements agreement of the other Lenders Lender set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit L/C Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree Lender agrees to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1y) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving CommitmentsCommitment, and (2) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment or (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit L/C Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have CREDIT AGREEMENT - Page 19 expired or that have been drawn upon and reimbursed. All existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Borrower and the Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer or Canadian Dollars for the account of the BorrowerBorrower or its subsidiaries (subject to the approval of the applicable subsidiary by the applicable L/C Issuer), and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Utilization of Revolving Outstandings would Commitments shall not exceed the Aggregate Revolving CommitmentsCommitments then in effect, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would Obligations, shall not exceed such Lender's ’s Revolving Commitment or then in effect, and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from and including the Closing Amendment Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit Credit, at sight denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer an Available Currency for the account of a Borrower (provided that any Letter of Credit may be for the Borrower, benefit of any Subsidiary of a Borrower and may be issued for the joint and several account of a Borrower and a Restricted Subsidiary to the extent otherwise permitted by this Agreement) and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of Credit; Credit and (B) the Participating Revolving Credit Lenders severally agree to participate in Letters of Credit issued (but shall not, for the account avoidance of the Borrower and any drawings thereunderdoubt, participate in Alternative Letters of Credit) issued pursuant to this Section 2.03; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Participating Revolving Credit Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's ’s Participating Revolving Credit Commitment or (3y) the Outstanding Amount of the L/C Obligations in respect of Letters of Credit would exceed the applicable Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the a Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the a Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to On the terms and subject to the conditions set forth herein, (A) the L/C Issuer agrees(1) may, in its sole and absolute discretion and regardless of whether one of the clauses set forth in Section 2.02(a)(ii) is applicable, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.02, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower in support of the obligations of the Borrower or any other Loan Party, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (bSection 2.02(b) below, and (2) to shall honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and in support of the obligations of the Borrower or any drawings thereunderother Loan Party; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings Effective Amount of all Loans and L/C Obligations would exceed the Aggregate Revolving CommitmentsTotal Commitment at such time, (2y) the aggregate Outstanding Effective Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata ’s Proportionate Share of the Outstanding Effective Amount of all L/C Obligations would exceed such Lender's Revolving Commitment ’s Commitment, or (3z) the Outstanding Effective Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed in a form acceptable to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceIssuer. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower (provided, that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower, ) and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of Credit; Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderpursuant to this Section 2.03; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Revolving Credit Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's ’s Revolving Commitment or Credit Commitment, (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance Sublimit or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that (z) unless such L/C Issuer agrees in its sole discretion, the L/C Obligations in respect of Letters of Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceissued by it would exceed its Letter of Credit Individual Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, agrees in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower (or, so long as the Borrower is a joint and several co-applicant with respect thereto, for the account of any of its Subsidiaries), and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's Revolving Commitment or ’s Commitment, and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued hereunder and, from and after the Effective Date, shall be subject to and governed by the terms and conditions hereof without any further action by the Borrower.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or any of its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and or any drawings thereunderof its Subsidiaries; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of if, after giving effect to such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the lesser of the Aggregate Revolving CommitmentsCommitments and the Borrowing Base, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed the lesser of such Lender's Revolving Commitment and an amount equal to such Lender's Revolving Commitment Percentage of the Borrowing Base, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's ’s Revolving Commitment Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until 30 days prior to the Letter of Initial Revolving Credit Expiration DateMaturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the each Borrower, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of each Borrower or any of its Wholly-Owned Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Borrower and any drawings thereunderTotal Revolving Credit Commitments; provided that, on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit Lenders so that, after giving effect thereto, the Revolving Credit Lenders shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit Extension and expiration of any Letter of Credit on the Closing Date); provided, further, that any Letter of Credit issued on behalf of any Restricted Subsidiary of ESI shall be issued naming ESI as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit of such Restricted Subsidiary; provided, further, that no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if if, as of the date of such L/C Credit Extension, (1w) the Total Revolving Outstandings amount available to be drawn under Letters of Credit issued by such L/C Issuer would exceed such L/C Issuer’s Pro Rata Share of the Aggregate Revolving CommitmentsLetter of Credit Sublimit, (2x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender plus such Revolving Credit Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Revolving Credit Lender's ’s Revolving Commitment Credit Commitment, (y) the Total Outstandings would exceed the Total Revolving Credit Commitments or (3z) the Outstanding Amount of the all L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the a Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the first proviso to in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.and

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the each L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of CreditCredit issued by it; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued hereunder for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated (w) with regard to participate in any Letter of Credit if as of the date of such L/C Credit ExtensionRevolving Lenders collectively, (1) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving CommitmentsCommitted Amount, (2x) the aggregate Outstanding Amount of the with regard to each Revolving Loans of any Lender plus individually, such Revolving Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would Total Revolving Outstandings shall not exceed such Revolving Lender's ’s Revolving Commitment or and (3y) the Outstanding Amount of the L/C Obligations would shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (the “Letter of Credit Sublimit”). Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Existing Letters of Credit shall be deemed to have been issued hereunder and shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the earlier to occur of the Letter of Credit Expiration DateDate or the termination of the Availability Period, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to at the L/C Issuer request of the Borrower Agent for the account of the BorrowerBorrowers, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower Borrowers and any drawings thereunder; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Revolving Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, (1A) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving CommitmentsBorrowing Base, (2B) the Total Revolving Credit Outstandings of any Revolving Lender would exceed such Revolving Lender's Revolving Credit Commitment, minus its allocable portion of the Reserves, (C) the aggregate Outstanding Amount of Total Revolving Credit Outstandings would exceed the Revolving Loans of any Lender plus such Lender's Pro Rata Share of Credit Commitment Amount, minus the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment Reserves, or (3D) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower Agent for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Agent that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's Borrowers' ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Restatement Effective Date until the earlier of (I) the Letter of Credit Expiration DateDate and (II) expiration of the Availability Period, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrowerany Borrower or its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the a Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no (x) Availability shall be greater than or equal to $0, (y) the Revolving Credit Exposure of any Revolving Credit Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would not exceed such Revolving Credit Lender's ’s Revolving Commitment or Credit Commitment, and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower Representative for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03Section, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise or in form and substance satisfactory to the L/C Issuer one or more Alternative Currencies for the account of the applicant Borrower or, if applicable, any of its Subsidiaries as a co-applicant with such Borrower, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the any Borrower and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving CommitmentsAvailable Commitment Amount, (2y) the aggregate Outstanding Amount of the Revolving Loans Exposure of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's Revolving ’s Commitment or and (3z) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit; provided further that the UK Borrower may only request Letters of Credit on and after the Waterfall Acquisition Effective Date (and if the Waterfall Acquisition Termination Date occurs, the UK Borrower shall not be permitted to request Letters of Credit under this Agreement). Each request by the a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the such Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso provisos to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's Revolving Commitment Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, agrees (1) from time to time on any Business Day during the period from the Closing Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower (and such Letters of Credit may be issued for the benefit of the Borrower or any of the QRC Subsidiaries), and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving CommitmentsO&G Development Loan Commitment, (2y) the aggregate Outstanding Amount of the Revolving O&G Development Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving O&G Development Loan Commitment or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer Issuing Bank agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Availability Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower and in the name of the Borrower or any of its Restricted Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (bSection 2.3(b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer Issuing Bank shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (1w) with respect to any renewal, extension or amendment to any previously issued Letter of Credit, the Restricted Subsidiary in whose name such Letter of Credit was originally issued (or was most recently renewed, extended or amended, if applicable) has become, or been redesignated as, an Unrestricted Subsidiary, (x) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the lesser of (A) the Aggregate Revolving CommitmentsCommitments on such date and (B) the Borrowing Base then in effect, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata ’s Percentage Share of the Outstanding Amount of all L/C Obligations would exceed the lesser of (A) such Lender's Revolving ’s Commitment Amount or (3B) such Lender’s Percentage Share of the Borrowing Base then in effect, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.13, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderits Subsidiaries; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations and all Committed Loans would exceed the Aggregate Revolving CommitmentsCommitted Sum under the Facility, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, would exceed such Lender's Revolving Commitment ’s Committed Sum under the Facility, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, agrees in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower (or, so long as the Borrower is a joint and several co-applicant with respect thereto, for the account of any of its Subsidiaries), and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would shall not exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's Pro Rata Share ’s Applicable Percentage of the Outstanding Amount of all L/C Obligations would shall not exceed such Lender's Revolving Commitment or ’s Commitment, and (3z) the Outstanding Amount of the L/C Obligations would of any L/C Issuer shall not exceed the Letter of Credit Sublimitits L/C Commitment. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued hereunder and, from and after the Effective Date, shall be subject to and governed by the terms and conditions hereof without any further action by the Borrower.

The Letter of Credit Commitment. (i) On the Original Closing Date, without further action by any party hereto, the LC Issuer shall be deemed to have granted to each Lender, and each Lender shall be deemed to have acquired from the L/C Issuer, a participation in each Existing Letter of Credit equal to such Lender’s Pro Rata Share of the related L/C Obligations. Such participations shall be on all the same terms and conditions as participations granted under this Section 2.13 in all the other Letters of Credit issued or to be issued hereunder, (ii) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03Subsection 2.13, (1) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; , and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that the L/C Issuer shall not be obligated after giving effect to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would Principal Debt shall not exceed the Aggregate Revolving CommitmentsCommitment, and (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment or (3) the Outstanding Amount of the L/C Obligations would shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of L/C Credit Extension shall be deemed to be a representation by the Borrower that the such L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.3, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's Revolving Commitment ’s Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (AA)(1) the each L/C Issuer agrees, in reliance upon the agreements of the other Primary Revolving Credit Lenders set forth in this Section 2.03, (1x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Primary Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to Dollars, an Alternative Currency or any other currency the L/C Issuer shall agree for the account of the any Borrower (provided that any Primary Letter of Credit may be issued on behalf of any Person; provided that, if issued on behalf of any Person other than a Borrower, such Primary Letter of Credit is for the account of and counter-indemnified by a Borrower) and to amend or renew such Primary Letters of Credit previously issued by it, in accordance with subsection Section 2.03(b), and (by) below, to honor drafts under the Primary Letters of Credit and (2) to honor drafts drawn under the Letters of Credit; and (B) the Primary Revolving Credit Lenders severally agree to participate in Primary Letters of Credit issued pursuant to this Section 2.03 and (B)(1) each L/C Issuer agrees, in reliance upon the agreements of the other Dutch Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Original Closing Date until the Letter of Credit Expiration Date, to issue Dutch Letters of Credit denominated in Dollars, an Alternative Currency or any other currency the Dutch Letter of Credit Issuer shall agree for the account of any Borrower (provided that any Dutch Letter of Credit may be issued on behalf of any Person; provided that, if issued on behalf of any Person other than a Dutch Borrower, such Dutch Letter of Credit is for the Borrower account of and any drawings thereundercounter-indemnified by a Dutch Borrower) and to amend or renew Dutch Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drafts under the Dutch Letters of Credit and (B) the Dutch Revolving Credit Lenders severally agree to participate in Dutch Letters of Credit issued pursuant to this Section 2.03; provided that the no L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Primary Revolving Credit Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2) the aggregate Outstanding Amount of the Revolving Loans Credit Exposure of any Revolving Credit Lender plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Revolving Credit Lender's ’s Revolving Credit Commitment or (3y) the Outstanding Amount of the L/C Obligations would exceed the Primary Letter of Credit Sublimit or Dutch Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence, as applicable. Within the foregoing limits, and subject to the terms and conditions hereof, the each Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.032.14, (1) from time to time on any Business Day during the period from the Closing Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderits Subsidiaries; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit Credit, if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings Outstanding Amount of all L/C Obligations and all Loans would exceed the Aggregate Revolving CommitmentsCommitment, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Lender's Revolving Commitment ’s Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the BorrowerBorrower or any of its Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and or any drawings thereunderof its Subsidiaries; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Loans of any Lender Lender, plus such Lender's ’s Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's ’s Revolving Commitment or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by ; and provided further that the Borrower availability of the Aggregate Revolving Commitments at any time for the making of Loans and the issuance or amendment of a Letter Letters of Credit shall be deemed to be a representation reduced by the Borrower that amount of the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentenceAlternative Currency Reserve (if any). Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, : (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower, Playboy or any of Playboy's Restricted Subsidiaries, and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts drawn drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in such Letters of Credit issued for the account of the Borrower and any drawings thereunderCredit; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in in, any Letter of Credit if as of the date of such L/C Credit Extension, (1x) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2y) the aggregate Outstanding Amount of the Revolving Committed Loans of any Lender Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, would exceed such Lender's Revolving Commitment Commitment, or (3z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars and otherwise in form and substance satisfactory to the L/C Issuer for the account of the Borrower (or any Restricted Subsidiary so long as the Borrower is a joint and several co-applicant, and references to the “Borrower, ” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and to amend or renew such Letters of Credit previously issued by it, in accordance with subsection (b) belowSection 2.03(b), and (2) to honor drafts drawn under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunderBorrower; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if if, as of the date of such L/C Credit Extension, (1) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (2x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender Lender, plus such Lender's ’s Amount of Pro Rata Share of the Outstanding Amount of all L/C Obligations Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, would exceed such Lender's ’s Revolving Commitment or Credit Commitment, (3y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by Sublimit or (z) the Borrower for aggregate Outstanding Amount of the issuance or amendment Revolving Credit Loans, plus the Outstanding Amount of a Letter all L/C Obligations, plus the Outstanding Amount of Credit shall be deemed to be a representation by all Swing Line Loans, would exceed the Borrower Borrowing Base; provided further that the Initial L/C Issuer shall not be obligated to make any L/C Credit Extension so requested complies with respect to any Letter of Credit, if, as of the conditions set forth in date of such L/C Credit Extension, the proviso to Outstanding Amount of the preceding sentenceL/C Obligations issued by the Initial L/C issuer would exceed $5,000,000. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.